The Advisor shall receive the Asset Management Fee as its sole compensation for services rendered pursuant to Section 3 of this Agreement in connection with the management of the Company's Assets. The Asset Management Fee shall be calculated and paid monthly and consists of a monthly fee of one-twelfth of 1.1% of # the cost of each Asset then held by the Company, without deduction for depreciation, bad debts or other non-cash reserves, or # the Company's proportionate share thereof in the case of an investment made through a joint venture or other co-ownership arrangement excluding (only for clause (ii)) debt financing on the investment. For any month in which an Asset is disposed of, the Company shall prorate the portion of the Asset Management Fee related to that specific Asset by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month. Following the determination of the Company's net asset value, the Asset Management Fee will be calculated based on the lower of # the aggregate of the value of the Company's Assets and # the historical cost of the Company's Assets, both without deduction for depreciation, bad debts or other non-cash reserves. The Asset Management Fee shall be payable in arrears for each month on the first of each succeeding month; provided, however, that the Asset Management Fee shall not exceed $2,000,000 per annum (the "Asset Management Fee Cap") until the earlier of such time, if ever, that # the Company holds Assets with an Appraised Value equal to or in excess of $500,000,000 or # the Company reports AFFO equal to or greater than $.3125 per share of Common Stock (an amount intended to reflect a 5% or greater annualized return on $25.00 per share of Common Stock) (the "Per Share Amount") for two consecutive quarters, on a fully diluted basis. If the Company should split, combine or otherwise reclassify the Common Stock, make a dividend or other distribution in shares of Common Stock (including any dividend or other distribution of securities convertible into Common Stock), or engage in a reclassification, reorganization, recapitalization or exchange or other like change, then the Per Share Amount shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Per Share Amount shall be deemed to be the Per Share Amount as so adjusted. All amounts of the Asset Management Fee in excess of the Asset Management Fee Cap (the "Subordinated Compensation") shall be subordinated, and such Subordinated Compensation shall bear interest at an interest rate of 3.5% per annum, which interest shall be cumulative but not compounding, and, if the conditions of the second preceding sentence are met, be paid (together with any interest thereon) in accordance with [Section 9(b)] of this Agreement.

With Respect to Real Estate and Related Services, the Advisor shall:

Investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services;

Asset Management Services. Gyrodyne shall or, subject to reimbursement pursuant to [Article 8], shall retain other Persons to (but shall remain responsible to GSD):

Asset Quality. As of the last day of each calendar month, the Borrowers shall have Asset Quality of no more than 21%.

Western Asset Management Company

Transportation Management. Tenant shall fully comply with all present or future governmentally mandated programs intended to manage parking, transportation or traffic in and around the Project and/or the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises as required by law by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities. Such programs may include, without limitation: # restrictions on the number of peak-hour vehicle trips generated by Tenant; # increased vehicle occupancy; # implementation of an in-house ridesharing program and an employee transportation coordinator; # working with employees and any Project, Building or area-wide ridesharing program manager; # instituting employer-sponsored incentives (financial or in-kind) to encourage employees to rideshare; and # utilizing flexible work shifts for employees.

Cash Management. Within three hundred sixty-five (365) days following the Closing Date, the Borrower and its Subsidiaries shall # open deposit accounts with Wells Fargo (such accounts collectively, the “Primary Cash Management Accounts”), and # maintain all of their cash management and operating accounts (other than as relates to credit cards) with Wells Fargo. The Borrower and its Subsidiaries shall use commercially reasonable efforts to direct all customers and any other Persons making payments to make payments to the Primary Cash Management Accounts promptly upon the opening of the Primary Cash Management Accounts. Any Subsidiary of the Borrower acquired or created after the Closing Date shall comply with the terms of this Section 8.21(a) within the later of # 365 days following the Closing Date; and # ninety (90) days of such acquisition or creation. The Primary Cash Management Accounts shall not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Agent.

Management Letters. To the extent not otherwise included in Borrower’s applicable Form [[Unknown Identifier]] or Form [[Unknown Identifier]] filed with the SEC, promptly after Borrower’s or any of its Subsidiaries’ receipt thereof, a copy of any “management letter” received from its certified public accountants and management’s response thereto.

Management Incentive. In addition to the Base Salary, the Executive will be eligible to receive an annual MIP Target payment under [[Party:Organization]]’s annual Management Incentive Plan, as in effect from time to time, upon the achievement of specific [[Party:Organization]]-wide and personal performance goals that will be determined each fiscal year by the Executive’s direct supervisor and/or the Compensation Committee as necessary and appropriate to comply with [[Party:Organization]] policy; provided, however, the MIP Award may be based on a higher or lower percentage of the MIP Target for performance which is in excess of target goals or below target goals, respectively. Any MIP Award due and owing hereunder with respect to any fiscal year shall be paid no later than the fifteenth day of the third month following the end of [[Party:Organization]]’s fiscal year in which the MIP Award was earned.